HomeMy WebLinkAboutResolution #5475 - letter of engagement with Ice MIller RESOLUTION NO. 5475
A RESOLUTION APPROVING A LETTER OF ENGAGEMENT OF ICE
MILLER LLP RE: CITY OF CANTON,FULTON COUNTY,ILLINOIS,HEALTH
CARE FACILITIES REVENUE BOND,SERIES 2024(GRAHAM HOSPITAL
ASSOCIATION PROJECT)
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF CANTON, ILLINOIS, AS FOLLOWS:
1. That the Letter of Engagement of Ice Miller LLP Re: City of Canton, Fulton County,
Illinois, Health Care Facilities Revenue Bond, Series 2024 (Graham Hospital Association
Project) ("Agreement"), by and between the City of Canton, Ice Miller LLP and Graham
Hospital Association, substantially in form attached hereto as "Exhibit A," is hereby
APPROVED.
2. That the Mayor, or his designee, is hereby authorized and directed to execute the
Agreement, substantially in form attached hereto as "Exhibit A," upon finalizing its
remaining terms and conditions.
3. That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton,Illinois at a regular meeting this 7th day
of May, 2024,upon a roll call vote as follows:
AYES: Alderpersons Chamberlin Grimm, Lovell,Ketcham, Gossett, Hale
NAYS: None
ABSENT: Alderpersons Nelson Lingenfelter
APPROVED:
t
ent cDowell,
A ST:
fndrea J. S& ith-Walters; City Clerk
IceMiller
LEGAL COUNSEL 200 W. Madison Street ;Suite 3500 1 Chicago, IL 60606-3417
1
March 14, 2024 WRITEWs DIRECT NUMBER:(312)726-7127
FAX:(312)726-7102
EMAIL:James.SnyderCalicemiller.com
CONFIDENTIAL ATTORNEY/CLIENT PRIVILEGED COMMMUNICATION
Kent A. McDowell, Mayor Mr. Robert Senneff, Chief Executive Officer
City of Canton, Illinois Graham Hospital Association
2 N. Main Street 210 W. Walnut Street
Canton, Illinois 60520 Canton, Illinois 60520
RE: Letter of Engagement of Ice Miller LLP Re: City of Canton,Fulton County,
Illinois,Health Care Facilities Revenue Bonds, Series 2024 (Graham
Hospital Association Project)
Gentlemen:
We want to thank you for asking Ice Miller LLP (the "Firm") to serve as bond counsel in
connection with the above-captioned matter. We also want to take this opportunity to confirm
our engagement as such, give you some detailed sense of what that role entails, and confirm the
terms of our employment. While this engagement is to serve as bond counsel to the City of
Canton, Fulton County, Illinois, as issuer of the bonds (the"Issuer")we are sending this letter to
you as the representative of Graham Hospital Association (the 'Borrower"), and it is our
understanding that the Borrower will be responsible for paying our fee, either from the proceeds
of the bonds or from its own funds. We do not expect that our fees will be paid by the Issuer
from its own fiords.
Scope of Relationship and Billing
In this transaction, our job as bond counsel to the Issuer is principally to render an
approving opinion on behalf of the Issuer regarding enforceability of the bonds under and
compliance with applicable law. As bond counsel, we will be drafting and/or reviewing the
documentation for the issuance of the bonds and development of the financing of the Project,
participating in discussions regarding structure and generally supervising the proceedings as they
move toward closing. With respect to the financing, the Issuer is our client and our primary
responsibility is to the Issuer. We will not be representing the Borrower in connection with the
bonds and understand that Borrower has retained separate counsel. We will deliver accurate,
objective and independent opinions.
. . . ... ........._..................I.............I... ........
Ice Miller LLP icemiller.com
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We estimate that our bond counsel fee for this financing would not exceed $35,000,
assuming a closing before December 31, 2024. We would record our time at our normal hourly
rates. We understand that we will be paid at closing or within 30 days of our invoice, whichever
is earlier.
Client Responsibilities
We understand that the Borrower agrees to be candid and cooperative with us and keep
us informed with complete and accurate information, documents and other communications
relevant to the subject matter of our representation or otherwise requested by us. We can provide
your counsel with a form of a legal opinion that is satisfactory to us as bond counsel.
This engagement letter will also serve to give express written notice to the Borrower that
(a) from time to time we represent in a variety of capacities and consult with most underwriters,
investment bankers, financial advisors and other persons active in the applicable public finance
market on a wide range of issues, and (b) prior to your execution of this engagement letter we
may have consulted with a number of such firms regarding the Bonds. Your acceptance of our
services and execution of the enclosed copy of this letter to evidence our agreement constitutes
your consent to these other engagements with the underwriter. Neither our representation of the
Issuer nor such additional relationships or prior consultations will affect, however, our
responsibility to render an objective opinion.
Document Retention
When this representation concludes, papers and property that the Borrower or Issuer has
provided to us will, upon request, be returned. Copies of papers and electronic documents and
records we have retained that were created or obtained for the Borrower or Issuer likewise will
be made available upon request. Our drafts and work product will belong to us. We reserve the
right, subject to any applicable laws or rules or professional responsibility to the contrary, to
apply records retention policies and procedures to these items and also to destroy within a
reasonable time any items described in this paragraph that are retained by us.
Respbnse to Audit Inquiries
If the Borrower or the Issuer asks us to assist in connection with the issuance of an
auditor's report on financial statements, the Firm may be requested to respond to an inquiry from
auditors based upon accounting standards that require auditors to make inquiry of lawyers as to
their knowledge of certain "loss contingencies." Upon receipt of an audit inquiry we will, among
other things, search our data bases to identify lawyers devoting time to Borrower or the Issuer
matters, make inquiry of those lawyers as to their knowledge of any reportable matters and
prepare a written response to auditors and to the Borrower or the Issuer. Absent special
circumstances, our current fee structure for the preparation of these letters is a minimum of$200
and a maximum of $500, depending on the extent and number of any matters reported.
However, under limited circumstances, the fee may exceed $500 if the letter requires extensive
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March 14, 2024
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substantive attention to disclosure or other related issues. This charge will appear as a line item
for "Services rendered in connection with preparation of response to audit inquiry."
To assist us in responding timely to auditors, please direct all audit inquiries to:
Audit Letter Coordinator
Accounting Department
Ice Miller LLP
One American Square, Suite 3100
Indianapolis, Indiana 46282-0200
If there are any questions presented by the audit inquiry letter, our Audit Letter Clerk will
contact the Borrower.
Our internal audit letter procedures are designed to provide a timely response within the
parameters established by the Statement of Policy Regarding Lawyers' Responses to Auditors'
Requests for Information of the American Bar Association which, absent special circumstances,
is within ten (10) business days after the date specified in the request letter as the "effective date"
of our response. In addition, please be sure that the letter clearly identifies the names of all
affiliates to be included if applicable (client and matter numbers also would be helpful). In the
event of emergencies (SEC filings, etc.), we will make every reasonable effort to meet the
timetable.
Termination or Withdrawal
The Issuer, the Borrower or the Firm has the right to terminate this engagement at any
time after providing reasonable advanced written notice, and the Firm's withdrawal is further
subject to applicable rules of professional responsibility. In the event we withdraw from the
representation, appropriate measures to the extent required by these rules will be taken to
confirm protection of the Borrower's interests to prevent any materially adverse affect. If the
withdrawal occurs prior to completion of the matter, any unpaid fees and charges incurred prior
to such termination shall be paid by the Borrower to the Firm.
Otherwise, this representation is intended to be an ongoing representation of the Issuer
during the term of the financing. This representation will not terminate until the specific services
covered within the scope of the representation have been completed. Any obligation to the
Issuer to provide advice or other legal services concerning this representation ends upon
termination of the representation. The fact that we may inform the Issuer or Borrower from time
to time of issues or developments in the law, by newsletter or otherwise, should not be
understood as a revival or creation of an attorney—client relationship. After completion of the
matter, changes may occur in the applicable laws or regulations that could have an impact upon
future rights and liabilities. Even though we may send the Issuer or Borrower newsletters or the
like, no responsibility exists on our part to provide the Issuer or Borrower with updates or advice
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March 14, 2024
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concerning any changes in the law or regulations or future legal developments on this matter,
unless a new engagement agreement is undertaken to provide this service.
Certain Limitations
Any opinions we express about the outcome of a legal matter are only our best
professional estimates; they are necessarily limited by our knowledge of facts at the time
opinions are expressed and the law then in effect. Nothing in our engagement and nothing in our
statements to the Issuer or Borrower are to be construed as a promise or guarantee about the
outcome of the financing to the Issuer or Borrower. The Firm is being engaged to provide legal
services in connection with specific matters.
If the terms of this engagement letter are consistent with your understanding of our
engagement and are acceptable to you, please have the acceptance clause at the end hereof
executed and return the executed copy to me for our file.
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March 14, 2024
Page Two
We look forward to assisting you in this transaction and to providing timely legal service
of the highest quality and value to the transaction. If you have any questions or comments,
please do not hesitate to contact me.
Very truly yours,
ICE MILLER LLP
James M. S yder
Accepted by and on behalf of the City of Canton,Fulton County,Illinois this day of
�- , 2024.
CITY OF CANTON, FULTON COUNTY, ILLINOIS
By:
A h rize Representativ
Accepted by and on behalf of Graham Hospital Association this day of
M , 2024.
GRAHAMHOSPITAL ASSOCIATION
Authorized Represen ative
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TCE MILLER LLP
Terms and Conditions of Engagements for Legal Services
Ice Miller LLP has prepared this statement of the terms and conditions that are generally applicable to its legal services
representations of its clients, in the absence of an express agreement specifically to the contrary. These terns and conditions,
together with the letter or other document that references them,are the Terms and Conditions applicable to our engagement by
you. When used in this document,"we"or"us"or"our"and similar terms refer to Ice Miller LLP,a limited liability partnership,
and "you" or "your" and similar terms refer to the person or persons specifically identified in this statement as the client or
clients of Ice Miller LLP.
Our Responsibilities lawyer-client relationship with any such other individual,
person or affiliate. Accordingly our representation of you
We are responsible to provide legal set-vices to you in will not give rise to a conflict of interest in the event other
accordance with these Terns and Conditions and with our clients of ours are or become adverse to any such other
express understandings with you concerning the nature and individual, person or affiliate. For clients that are trade
scope of our representation. associations or other group-type organizations, our clients
would not include their members or other constituents.
You Responsibilities
How We Will Work For You
You are responsible for paying our statements for set-vices
and expenses. You also are responsible for being candid We provide services to you through our attorneys and other
and cooperative with us and for keeping us informed with professionals. We will designate a mutually agreeable
complete and accurate information, documents and other partner whom you may contact should you have any
communications relevant to the subject matter of our questions or concerns at any time about our representation
representation or otherwise requested by us. Because it is of you or your interests. You will keep us advised of the
important that we be able to contact our clients at all times name(s) and contact information of the person(s)who are
in order to consult with them regarding our representation, authorized to instruct us as to the performance of our legal
we expect that you will inform us, in writing, of any services for you.
changes in the name, address, telephone number, contact
person, a-mail address, state of incorporation or other Our engagement is for legal services. While from time to
relevant changes regarding you and your business or time we may share with you as part of our legal advice
affairs. If you affiliate with, acquire or your company is information and insights based on our experience with
acquired by or merged with another company, you will respect to certain market, industry or business practices,
provide us with sufficient notice to permit us to withdraw structures, or the like, it is understood that you will be
as your attorneys if we determine that such an affiliation, solely responsible for determining the extent to which other
acquisition or merger creates a conflict of interest between professional services and advice are obtained and for
any of our clients and the other party to such affiliation, making all decisions concerning business, investment and
acquisition or merger, or if we determine that it is not in accounting matters. In addition, it is understood that we
the best interests of the Firm with respect to the resulting will not have any responsibility to investigate the character
association with the new entity. Your failure to or credit of any person with whom you may be dealing in
communicate and cooperate with us in these respects could connection with any matter directly or indirectly related to
have an adverse effect on our ability to effectively and our engagement.
efficiently represent your interests in this matter and may
require that we suspend the rendition of further set-vices in How We May Communicate With You
respect of or entirely withdraw from this engagement.
Unless you instruct otherwise in writing, we may
Client(s)Represented communicate with you using unencrypted e-mail,facsimile
transmission and cellular telephone with the understanding
The client or clients for this engagement are as specifically that these methods carry an inherent risk of interception.
identified in the engagement letter. Our client(s) do not
include natural persons or entities that are not identified as About Our Fees
a client in the engagement letter. For clients that are
companies,unless otherwise specified or agreed,this does We will charge you fees based upon the time expended and
not include individuals or persons who are shareholders, other factors applicable to legal fees that are specified by
partners, members or owners of the company, or its applicable professional rules and standards. Unless
officers, directors, managers or other representatives, or otherwise specifically agreed, our fees are based on our
family members, nor does it include affiliates of the hourly rates as applied to the amount of time that we
company. Our representation of you for the matter expend in providing services. Our base hourly rates for
described in the engagement letter does not give rise to a
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work performed by our attorneys, absent special agreement to the contrary,we will hold any such retainers
engagements or circumstances, are established effective in our firm's agency account until disbursed in accordance
January 1 of each calendar year. Hourly rates may change with these terms and conditions or other mutual written
periodically without prior notice to clients,typically after agreement. We may apply funds held as retainers to any
the end of each calendar year, but a current schedule for past due account balance of your account. We will return
anyone working on your engagement is available at any any unapplied excess of your retainers to you within a
time upon request. reasonable period of time following the conclusion of the
related engagement. Unless we determine in our discretion
Payment of our fees and other charges is in no way to apply all or a portion of the retainers sooner, we will
contingent on the outcome of any matter,unless and to the apply the retainers to the final invoice for the related
extent that there is a mutual written agreement to the engagement. If we determine for any client or matter to
contrary. initially waive the required retainer deposit,we nonetheless
reserve the right at a later date to require a retainer deposit
Other Charges and Expenses if conditions concerning either the extent or nature of the
matter in our discretion so warrant, or should our
Out- charges for ancillary services and expenses, such as statements not be timely paid as expected.
photocopying,computer research,electronic data discovery
services,mileage,travel expenses and other similar charges Your Consent to Future Conflicts of Interest
are pursuant to a schedule of charges and expenses,as the
same is revised from time to time, a copy of which is You are aware that the Firm has grown geographically and
available to you upon request. represents man), other entities and individuals. Thus,
during the time that we are representing you,some of our
Estimates present or future clients may have disputes or transactions
with you or other interests that may be adverse to yours.
The total amount of fees and costs relating to this matter As part of this engagement, you agree that we may
are difficult to predict. Accordingly, we have made no undertake in the future to represent existing or new clients
commitment to you concerning the maximum fees and in any matter that is not substantially related to any matter
costs that will be necessary to resolve or complete this as to which we have represented or advised you,even if the
[natter. If requested to provide an estimate of our fees for a interests of such clients in those other matters are directly
given matter,we will endeavor in good faith to provide our or indirectly adverse to yours, and you agree not to
best estimate, but unless there is a mutual written disqualify our Firm for those conflicting representations.
agreement to a fixed fee, the actual fees incurred on any Of course, we agree that we will keep confidential any
project will likely differ from the estimate. information of a nonpublic nature provided to us as a result
of our representation of you. You acknowledge that we
may obtain confidential information as a result of our
Billing Procedures representation of other-clients that might be of interest to
Unless we agree to an alternative billing arrangement,you you but for the same reasons cannot be shared with you.
will receive a statement on a monthly basis for services Document Retention
rendered, and for costs and other charges posted to your
account,in the prior month. Payment is due upon receipt Unless you indicate otherwise to us in writing, we will
of our billing statement or within 30 days thereafter. If assume that all papers and property that you provide to us
your account becomes more than 30 days past due, our are duplicates and that you retain all originals,so that we
Billing and Collection Committee will decide whether do not need to return them to you. When the
additional legal work will be performed while the account representation concludes, we will (if you request) return
remains past due, taking into account obligations we owe any papers and property that you have provided to us(or
to you under applicable professional conduct rules. While that we have obtained for you and that belong to you)if we
we typically do not charge interest on past due amounts,we have them in our possession. Our drafts and work product
reserve the right to charge interest on any amount invoiced
that that g create in relation to our work for you, however,
hat remains unpaid after 30 days at the rate of 1%pe
month until paid in full, plus all costs of collection belong to us. We reserve the right, subject to any
(including reasonable attorneys' fees). Any questions or applicable laws or rules professional responsibility to
disagreements should be brought to our attention in writing the contrary, to apply records retention policies and
within 60 days of the billing date. proceduresstto these [terns and also to destroy within a
reasonable time any items described in this paragraph that
Retainers
are retained by us.
As a matter of standard practice for new clients and/or new
matters, we typically request a retainer deposit before we
begin work, and we may request retainers or additional
retainers from time to time with respect to existing clients
and existing matters. Unless there is a mutual written
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Personal Data from the European Economic Area withdrawal is required by a court,we will promptly apply
for such permission, and you agree to engage successor
If you will be providing the Firm with the personal data of counsel to represent you. Otherwise, this representation
individuals in the European Economic Area during the will terminate(a)once the specific set-vices covered within
course of the engagement,then it is your responsibility to the scope of the representation have been completed and
obtain all appropriate consents, make any necessary we have sent you our final statement for services rendered
disclosures, and take all other required steps to comply in this matter, or (b)if the engagement is open-ended
with any applicable data privacy and protection laws and without any specific services being described,when more
regulations in connection with your use of the Firrm's than six months have elapsed from the last time you
services. As used herein, "personal data" means any requested and we furnished legal services to you. We are
infomiation relating to an identified or identifiable natural not obligated to provide advice or other legal services
person,to the extent that such personal data are associated concerning this representation to you after our
with individuals in the European Economic Area or are representation of you is completed, or has terminated.
otherwise within the scope of the General Data Protection After completion of a matter in which we have represented
Regulation(EU)2016/679. you, changes may occur in the applicable laws or
regulations that could have an impact upon your future
Response to Audit Inquiries rights and liabilities. Even though we may send you
newsletters or the like after the date of termination of our
if you ask that we do so,we will respond to your auditors engagement,we will have no responsibility to provide you
concerning certain "loss contingencies" as defined by With updates or advice concerning any changes in the law
accounting standards by preparing a letter to your auditors. or regulations or fttture legal developments on any matter,
To assist us in responding timely to your auditors,please including those matters that may have been the subject of a
direct all audit inquiries to: prior representation, unless you and we have expressly
agreed that we will provide this service.
Audit Letter Coordinator
Ice Mil let-LLP Certain Limitations
One American Square,Suite 2900
Indianapolis,Indiana 46282-0200. Any opinions or views, formal or informal, that we may
express to you or to third patties about the outcome of a
If there are any questions presented by your audit legal matter are only our best professional estimates.
inquiry letter, our Audit Letter Coordinator will contact Those opinions or views are necessarily limited by our
you. Absent special circumstances, our current fee knowledge of facts at the time that we express them and the
structure for the preparation of these letters is a minimum law and regulations that are then in effect. You understand
of$300 and a maximum of$700,depending on the extent and agree that we cannot—and will not—promise to you,
and number of any matters repotted. However,the tee may or guarantee to you,that any particularoutcome will result
exceed$700 if there are many matters to be reported upon, from your legal matters.
or if the letter requires extensive substantive attention to
disclosure or other related issues. This charge will appear Identification of Relationship
on your statement as a line item for"Services rendered in
connection with preparation of response to audit inquiry." We are pleased that you have chosen Ice Miller LLP as
your legal advisor and would like to have your permission
Termination orWithdrawal to share this with others. By signing the
acknowledgement,you hereby grant us the authority to use
Both you and we have the right to terminate any your name and logo in connection with Ice Miller LLP's
engagement at any time after providing reasonable advance marketing activities, including, without limitation,
written notice,and our withdrawal or termination is further identification of you as a client of Ice Miller LLP on its
subject to applicable rules of professional responsibility. website and other printed marketing materials and
In the event that we terminate the engagement, we will, publications issued by Ice Miller LLP. You may revoke
subject to the terms hereof, take such steps as are the consent granted in this paragraph at any time by
reasonably practicable to protect your interests in the above contacting our marketing department at
matter and, if you so request, we will suggest to you enews@icemiller.com.
possible successor counsel and provide that counsel with
whatever papers you have provided to us. If permission for Revised: July 2018
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